Of Love
by RisuQ-theQissilent
Summary: Wheatley confirms Chell's feelings for himself. One-shot Chellxhuman!Wheatley AU?


**A/N: WARNING: contains gratuitous amounts of fluff. Viewer discretion is advised! (there's also smut)**

"C'mon! C'mon!" Wheatley shouted ahead of Chell. "We've got to move!"

For Chell, it was easier said than done. Her legs ached and she felt as though she would collapse at any moment. Sweat poured from her head as she struggled to intake enough air to supply her body. They had been running for what seemed like hours; to someone still fairly fresh from stasis of hundreds of years, it was quite the ordeal. If they stopped here, She would find them.

Wheatley glanced over his shoulder to look back at his lagging companion in worry. Chell struggled with her legs, unable to move them. She was panting heavily, and in gratuitous amounts of pain from the looks of it.

Wheatley noticed this and ran to her. "Chell!" he called, eliciting no response from the dark-haired woman in front of him. He saw her wobble, and panicking, he caught her just before she fell over. "Chell? What's wrong?" he asked. She made no reply, but struggled to keep her eyes open. "Are you tired? Is that it? Why didn't you tell me?"

Chell brushed him off and attempted to continue her run, but ultimately tripped, unable to continue any further.

Compassion and pity seized Wheatley. She had been trying so hard already; her body was pushed to its limits. It broke his heart to watch her struggle so. He approached her quietly. "We have to go…" He said. She gave no response and did not look at him, but nodded her head slowly. She flinched as he put a hand on her back. "I can carry you…" Chell gave no response, causing Wheatley to wonder if he offended her. He was only trying to help her, didn't she understand that?

"Chell, trust me, ok?"

She clenched her fists in response. Somewhere in the distance Wheatley heard metallic grinding. Even if GLaDOS hadn't found them yet, She would soon.

"C'mon, we have to move now." Despite her faint protest, Wheatley managed to carry her on his back and ran as fast as he could. "There's an alcove some distance from here we can rest at. She won't be able to find us there. I know you're tired; you want to leave now. But you need to rest." Wheatley said as he ran, his own fatigue catching up to him. He hadn't expected Chell to be this light, but even still, it was a considerable strain on his legs to keep running.

But what hurt him most was her refusal to speak to him or, well, anything else. He wondered why she kept her voice to herself; it would certainly help him to help her if she would have tried to communicate with him even in the slightest. It was only in the beginning he thought she had a "minor case of serious brain damage." But as he watched her solve all the chambers and display mental prowess beyond that of anyone else (but mostly him, as if that was hard); he realized she wasn't stupid, she just never spoke. And a part of him heavily admired her for her fantastic ability but also pained him; weren't they supposed to be comrades? In this mess together? He didn't understand it. He trusted her, why didn't she trust him? Well, it was true that he DID wake GLaDOS, but that was unintentional. He felt overwhelmingly at fault for it, and felt maybe that was why there was a lack of trust between them. Even still, he wished she would speak to him, even if she had nothing nice to say about him.

He saw the cove he was looking for. It was a small room, barely noticeable on the indentions near the path they were running on. Wheatley dashed towards it, as long as they were in there they would be safe. He approached the door and turned the handle, rust and lack of care made it resistant to move. But unabashed, Wheatley heaved himself at it, and it swung open finally.

Wheatley turned his head to look at Chell as he closed the door. She was still fighting with her eyes, trying not to let them close. He frowned, and turned back to look around the dimly lit room. It was small, he noted, and had what appeared to be a small make-shift bed in the corner. As Wheatley came closer, he noticed the sad shape it was in. While not rotting, it was covered in an assortment of stains of unknown origins. He wanted Chell to be comfortable so she could rest, but that was out of the question… unless…

Wheatley gingerly set her down on the floor. "One moment," He requested, though Chell did not meet his eyes. Wheatley took off his long lab coat and draped it over the bed. That would give her a clean surface to rest on. "That's pretty good." He said to himself. He turned back around to pick Chell up and place her on the mattress when he noticed her shivering.

"Chell…Are you cold?" He asked timidly. Chell made no reply. Wheatley felt his face heat up. With exasperation he cried out. "I'm trying to help you out here; can't you just pretend to want to work together with me? I can't do this by myself, and you sure can't bloody do it alone either. So please, just say something to me, anything at all!"

Chell glanced up at him, opened her mouth, and then tightly shut it as she continued to shiver. Wheatley rubbed his temples. Why was she making this so hard for both of them? He leaned over her and put his hand on her back comfortingly. She did not respond to his touch at all, but shivered more intensely. Wheatley was, however, greatly alarmed at how drenched her clothes were in sweat. 'So that was why…' he thought to himself. 'Would have been a lot easier if she had told me though…'

He sighed. This next part was going to be hard. "Chell, take off your clothes."

Immediately her head shot up in shock at his request. Wheatley jumped back, afraid she would violently assault him for suggesting such a thing. "That's not what I-" Wheatley cleared his throat, a blush playing on his cheeks. "I meant you should change out of your wet clothes. That way your body heat won't be sapped away."

Chell was tired, unable to even resist such a notion, and finally lost consciousness. She slumped forward, and then fell over, caught by Wheatley. His face flushed crimson. She was asleep, he reasoned, and therefore could not…

Wheatley groaned. This was not good. He knew what he had to do. HE had to undress her. And while the thought of seeing Chell naked was an exciting prospect, it was hardly the time or place. She shivered in his arms, giving him resolve that soon melted into panic. If she woke up while he did this, forget about trust, or living, for that matter. She would kill him. She would save GLaDOS the trouble and off him right there.

Wheatley shuddered. He did not want to die just yet. But he couldn't let her continue to be cold; she could get hypo-something. Gently cradling her in his arms, he set her on top of his lab coat and paused. His body was rapidly producing heat. Well, he WAS insanely nervous. Her jumpsuit would have to come off first, and he placed his hands around the two sleeves tied around her waist. He took a gulp of air and squeezed his eyes shut. He untied them and gently tugged the outfit off of her legs. He set it next to him and proceeded to relieve her of her tank top. As he reached for the bottom of the fabric, he felt his hands brush against something soft and very breast-like. His eyes flew open from shock and he found himself unknowingly groping her chest.

With a scream silenced by his hand, he fell backwards. That….was NOT what he meant to do at all! He gently pushed his glasses back onto the bridge of his nose and reclosed his eyes. He would pretend that it never happened. How terrible of him to have taken advantage of her while she slept in discomfort. No matter how warm, supple, shapely-

His mind came to a screeching halt. He would not think about it, no matter how much the thought persisted, no matter how aroused he felt. Wheatley smacked himself in the forehead. What was he thinking? His partner laid helpless and cold in front of him and all he could think about was-

Wheatley hurriedly pulled off her tank top and bra without giving himself a moment to realize what he was doing. When he was done, he quickly turned around, facing away from Chell. 'That should do it.' He thought. He gathered her clothes up and laid them out on a shelf near him to dry. Just as he was about to sit back down, her heard her muscles contract. She was still cold?

Refusing to look at her nearly naked body, he took off his shirt and pants, which were mostly dry, leaving him in nothing but his boxers. He gently cleaned her sweat off with his pants, and finally put his shirt on over her. "Sorry Chell. But that's all I can do…" He whispered aloud, sitting next to her bed facing away.

He sat there, trying not to think about her, listening to the steady rhythm of her breathing. A small blush crept its way onto his face, and his arousal returned. Wheatley felt guilty about it, but what could he do? He was attracted to her, ever since they had first met. Love? He felt it strongly; stronger than anything he'd ever felt for anyone. But he couldn't see anything between him and Chell happening, even excusing the fact they were running for their lives. But he knew he cared for her, enough to risk his own life to help her keep hers. He sighed unhappily. He was tired too, but felt he had to keep watch, just in case GLaDOS DID happen to locate them. He held his head in his hands. He hated this sexual frustration right now. If she woke up and saw his—he would rather not think about it.

He heard something that snapped him out of his lull. It sounded like it came from Chell? Wheatley turned around hesitantly. Was she in pain?

He leaned closer, "Chell?" his voice came out as a murmur.

He had to strain his ears; he saw her lips part and gently form words so softly he was amazed they were even spoken.

"Wheatley…"

Confusion set in; did she realize what he had done? Was he really in for it now? But Wheatley remained by her side, more amazed by her voice than by anything else. "I'm right here." He whispered back.

Her words were so hard to make out, Wheatley leaned closer to hear.

"…sorry…" Chell whispered.

At this point, Wheatley wasn't sure if she was sleep talking or not; he'd never heard anyone do so before. He spoke softly to her; "About what?"

"Not…being useful…dragging us down…" Tears began to fall from under her eyelids.

Wheatley was taken aback. "Nonsense," He told her. "It's been hard for you, I understand… You're all alone here, with no one but…" he sighed. "A moron like me."

Chell did not speak, and Wheatley felt she had just unconsciously agreed with his statement. He receded back from her, and raised a hand to wipe the tears from her face. Her sudden barely audible whisper made him stop.

"What…?" Wheatley breathed, feeling his heart stop. He leaned in as close to her mouth as possible without touching her. Did she just-

"I…love you…" She breathed.

Wheatley had no reaction. His mind was swimming with confusion. What did that even mean? First she was ignoring him and never giving him a moment's chance, and now she was giving this to him? He didn't even know where to begin with how strange he felt. On one hand, his love was not unrequited. On the other, since when did she love him and why had she never shown it?

Wheatley was about to pull away, the surge of emotions he felt and the tingly sensation of his lower torso threatened to overwhelm him, when he felt arms, Chell's arms, encircle him and thrust him onto the bed next to her.

Frozen stiff, Wheatley was immensely terrified, among other things. He felt her breasts pressed tightly to his chest, with Chell's head resting in the crook of his neck, and her warmth consuming his entire body. He wasn't even going to begin to contemplate what enormous strength she must have possessed to pick him up and set him next to her. He didn't have the time. He was too busy thinking about the fact that she was only dressed in her underwear and his shirt, and that the bulge in his pants continued to grow larger, pressing into her thighs.

Wheatley willed himself to breathe. It was ok, he could fix this; he just needed to act natural. Whatever that meant. Ever so gently, Wheatley reached around to her arms and attempted to pull them off of him. He heard it again. Her voice, full of pain and emotion he never thought he'd get to hear, whispered desperately to him.

"Don't leave…please…"

She sounded so pitiful, so needing. Wheatley was torn between holding her tightly or disengaging himself from the embrace so she wouldn't destroy him when she woke up and came to her senses.

"I need you…"

He sighed, concluding it was worth dying to get a chance to hold her and be of comfort to the woman he loved. He carefully wrapped his arms around her and tightened the embrace. He loved holding her, she was so warm and soft; strong but oh so delicate. He breathed out and whispered to her, "I love you Chell…" He ran a hand through her hair and sighed. This was paradise; two lovers holding each other passionately.

Except they weren't lovers. Chell had only confessed to him while she was sleeping. A twinge of sadness tugged at Wheatley's heart; what if she was merely talking in her sleep, having a nightmare or something else, and not speaking her true intentions like he thought at first. It depressed him a little, thinking maybe her words weren't meant for him.

As he pulled away from the embrace to study Chell's face, her eyes suddenly snapped open.

Wheatley felt his heart stop and all the blood drain from his face. 'shit.'

There was a brief pause before Chell looked down slowly, noticing both her and Wheatley's lack of clothing, and the conspicuous piece of Wheatley that was jabbing her hard in her thighs. Wheatley cringed, ready for an onslaught.

Chell tore away from him and leapt off the bed defensively, covering herself with the hem of Wheatley's shirt. A scarlet flush covered her face and fresh tears began to fall. A mixture of shock, hate, terror, and hurt framed her features. This was not the violent reaction Wheatley had been expecting.

"Wait! It's not what it looks like! Honest!" Wheatley jumped up and approached her. "You, ah…" Wheatley was not finding it easy to explain why she had found them both in a compromising position. He reached a hand out to her, "Chell, I-"

She abruptly pulled away, startled by his advancement. Wheatley was taken aback; where had her usual bullheadedness gone to? Why was she acting so scared? Wheatley put his hand by his side. "We didn't do anything. Honest. I changed you out of your clothes—you were so cold—believe me. I didn't look though, even though I wanted to, no wait, well, yes, you have an amazing body, but I just uh. Look, nothing happened between us. So don't worry." Wheatley was amazed by the sheer amount of word-vomit he was spewing forth.

Chell's gaze cast a suspicious look to his erection.

"Yes, that's a, ah, typical male response. I can't help it…" his voice muttered, trailing off at the end.

Chell looked away, tears silently falling down her face. They were both steeped in the awkward silence. Wheatley, dying to know, spoke up.

"Chell…" No response. "You talk in your sleep…" Wheatley confessed, noting the look of shock and embarrassment written on Chell's face as her head snapped around to meet him in the eye. "And, well…You said some things about me…"

Chell's face twisted into horror. Her jaw silently drooped, and Wheatley could not tell which way the conversation would go.

Nervously he cleared his throat. He opened his mouth to speak, but stopped at the look in Chell's eyes. Arrays of emotions were mixed in, and he could tell the direct approach was not the best way to handle this. "You said some things that I'm guessing you did not want me to hear."

Chell closed her mouth and bit her bottom lip, turning away from him in shame. Wheatley sighed. So this was it; they were done before they had even started. Trust was gone completely, and not that there had ever been, but any chance he had being with Chell was lost forever too.

Wheatley looked down at the floor, not wanting to watch her reaction. He knew it was pointless to try, but he needed to make sure of Chell's feelings. "You said you l-loved me…" Wheatley muttered. "And, I know that it was only said in your sleep, so it probably doesn't account to much now. Chell, I…I love you. I really do. A lot. Since we first met all I could think about was you. You're amazingly strong and admirable. I don't think I could ever be in your position without breaking down and losing the will to go on. I know our lives are in mortal danger; so this is not even remotely appropriate…But you needed to know."

He stood there in silence, his face red hot with a mix of embarrassment and sadness. He heard nothing from Chell, which was normal, but it killed him to know she did not truly feel that emotion she had expressed while sleeping. But he needed closure; as he lifted his head, he saw Chell's face peering up at him with a slight smile on her lips. Her expression was soft, and he felt her hands hold the sides of his face tenderly. Before Wheatley could act, she passionately slammed her lips into his, marking her silent confession. Wheatley gasped, shocked at Chell's action. So much was conveyed by the contact each made with the other. Desperation, need, longing, Love. They parted for air, panting slightly. Chell looked down, her face beat-red.

"So…You do…Love me…" Wheatley, drunk off of the kiss, tried to make sense of the situation. He looked down at Chell, who nodded, biting her lip.

Wheatley's face broke out into a grin. He caught Chell's chin with his hand and directed her gaze up at him. "Brilliant…" He breathed and captured her lips with his.

He felt Chell's small arms encircle him in an embrace. He wrapped his free arm around her waist in response, bringing her closer and deepening the kiss. He momentarily pulled away for both to catch their breaths before kissing her once more. He had never kissed or been kissed by anyone before, and felt incredibly shy and awkward about it. Summoning as much boldness as he could, he gently ran his tongue on her bottom lip, asking for an entrance. Wheatley heard her intake a sharp breath of air in what he hoped was rapture. She allowed him in, and Wheatley, amazed that he had gotten that far, awkwardly explored her mouth with his tongue. His inexperience showed, and Chell suppressed a giggle.

Wheatley pulled away, slightly hurt from her laughing at his ineptitude. "At least I'm trying…"

Chell smiled, and brought her lips to meet his once more. Wheatley was ready this time—he thought he'd figured out how kissing worked. But Chell surprised him, and kissed his chin instead. She trailed a path of moist kisses down to his neck, where he shuddered in anticipation. His erection was in desperate need of attention at that point, but Wheatley held it in, amazed that he could even do so. She was teasing him, making him feel great otherwise, but it was still teasing.

When he had had enough, strong desire seized him. He grabbed Chell by the waist and moved her over to the bed in the corner. He laid her down and got on his hands and knees, straddling her. Now that he got her here, what was he going to do now? He had never gone this far with another person before, and felt like he would disappoint Chell if he messed anything up.

His eyes were drawn to her chest. Unlike before, he was allowed to touch them. He smiled, soaking in the fact that he and Chell were on the verge of making love. He looked into her eyes, and reached for the shirt. "Can I?" he asked timidly.

She gave a nod, and Wheatley relieved her of the fabric. Her breasts weren't large, but they weren't exactly small, either. As he reached his hand to cup one, he heard Chell whimper. He did not look at her, but could tell that the sound had been involuntary. A smirk crept onto his lips. So Chell can make other noises too…

He cupped her right breast with his hand and leaned over. He gingerly ran his tongue around the area of her nipple without touching it. He heard her gasp. 'Lovely.' He thought and began to stroke her left one in a similar manner. She had spoken to him while sleeping and yet had not uttered a word since she woke up? He would change that. She writhed in sexual agony under him as he continued to stroke everywhere on her chest except the erect sensitive areas. He heard her gasp in exasperation. He chuckled.

"Say my name, love." He whispered, gently blowing on her right nipple. The act of talking must have been greatly strenuous for her, as she fought to not yield to Wheatley. Finally, defeated, she moaned his name.

Wheatley felt his skin prickle. Simply amazing. He rewarded her with a lick and began to pinch the longing area on her. She gasped again, and called out his name. Her body gave a shudder, and Wheatley met her lips with his. He was amazed he had been able to do so well and not screw it up. He proceeded to fondle her again when he felt her hands at the elastic on his shorts. He looked at her hand and back to her. What did she want now?

Chell looked up at him, and though her face was flushed with passion, she managed to raise an eyebrow at him, giving him a "really?" look. Wheatley became flustered and removed his last article of clothing. While Chell was left to look at his neglected member, he set to work on removing her underwear. When it had finally come off, he sat back to admire Chell's body.

"…Beautiful…" He breathed in wonderment. She truly was a delight. Wheatley met her eyes and saw the blush on her face. "What, has no one ever called you that before?" He asked gingerly. "I'll say it forever, if you'd like…" He planted a soft kiss on her lips and saw a tear fall from her eye.

He was done teasing her. He had seen her (lovely, quite lovely) reactions, and it was time to make her feel good and loved. He eased her legs apart and placed his member at her entrance. He locked eyes with her, waiting for her response. She took a hold of his shoulders and nodded.

'Here goes nothing,' Wheatley mused to himself. He pushed his hips forward and entered her. She gasped, so loudly that it could have been a scream, and he felt that he had hurt her. He made to pull out, but she stopped him.

"Please…" She breathed in ecstasy, fighting the urge to cry.

In the back of Wheatley's mind he vaguely registered that penetration should not have been that painful, unless the recipient had never had sex before. His mind's gears worked furiously. 'So she's a virgin…' He concluded. That would explain the pain he had caused—he broke her hymen.

"I'm sorry love," Wheatley whispered as he placed soft kisses on her lips. He rocked his hips back and thrust into her. Chell moaned loudly in response and shuddered. Wheatley repeated the action, feeling her muscles convulse. As she adjusted to his pace, he quickened it, sending wave after wave of pleasure through each of their bodies.

It felt so good to be with Chell like that, Wheatley moaned along with her, each rocking their bodies with the other in passionate love making. The pressure, already immense from having waited so long, became painful for Wheatley as he struggled to hold it in, determined to make Chell come first.

She did and it was amazing. He thrust in her one last time and felt all of her muscles contract around him, sending large waves of pleasure coursing through her. She arched her back and fought back a scream of pleasure. Wheatley hit his own climax and released inside of her, filling her space with his seed.

He collapsed on top of her breathing heavily. He felt Chell run a hand through his hair. She was panting hard, happiness and satisfaction written on her face. Still joined, he held her close to him.

"I love you." He said again. She repeated the phrase back to him in a barely audible whisper.

Both were absolutely exhausted. Not just from their own love-making, but from the ordeal they had faced, and the one still ahead of them. They fell asleep in each other's arms, momentarily forgetting about reality in their blissful state Of Love.

**A/N: gahhh! I'm finally done. There fluff and smut. Take it. This was actually supposed to be a response to a prompt on a post somewhere for Wheatley stumbling upon Chell talking dirty in her sleep. I kinda got off on a tangent, and wrote 4,000+ words, so I'm just gonna post it here.**

**Also, written because my other smut stories were so depressing. What the hell is wrong with me? I'm not a depressing person! (also, if you say the title fast, it sounds like "fluff" :D)**

**Well, anyway, I hope you enjoyed reading as much as I enjoyed writing it~ XD**


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